TRW & Co · Corporate & Commercial
IPO and Equity Capital Markets Lawyers in London
IPO lawyers London companies and shareholders instruct prepare businesses for listing, draft and verify the prospectus, and negotiate with banks and regulators. London's rules changed twice in two years: new UK Listing Rules in July 2024 and a new prospectus regime from 19 January 2026, making listing and follow-on fundraising more flexible.
Key pointSince 19 January 2026 a listed company needs a prospectus for a further share issue only if it reaches 75% of the existing class, so most follow-on placings can now proceed without one.
At a glance
Single ESCC category
Since 29 July 2024 the UK Listing Rules use one category for commercial companies, with no three-year revenue track record requirement.
New prospectus regime
The Public Offers and Admissions to Trading Regulations 2024 and the FCA's new rules replaced the UK Prospectus Regulation on 19 January 2026.
75% further issuance threshold
A prospectus is needed for further issues of admitted shares only at 75% or more of the existing class, up from 20%.
10% free float
Main Market commercial companies must have at least 10% of their shares in public hands at admission and keep that level afterwards.
Three-year SDRT holiday
The Autumn Budget 2025 announced an SDRT exemption for three years on shares of companies first listing in the UK from 27 November 2025.
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What equity capital markets work covers in the UK
Equity capital markets (ECM) work covers raising money by issuing shares to public investors: the initial public offering (IPO) that takes a company onto a stock market, and the follow-on placings, rights issues and open offers that listed companies use afterwards. The IPO lawyers London companies, selling shareholders, sponsors and banks instruct prepare the company for public ownership, draft and verify the prospectus, negotiate the underwriting and manage the regulatory approvals.
A listing changes almost everything about how a company is run. It brings continuous disclosure obligations, market abuse rules, corporate governance expectations, takeover regulation and the scrutiny of analysts and the press. Preparation usually starts long before the intention to float is announced.
The UK framework has been rebuilt in two stages: new UK Listing Rules from July 2024 and a new prospectus regime from January 2026. Together they make London more flexible for founder-led and growth companies than at any time in recent decades.
The legal and regulatory framework
The UK Listing Rules
The UK Listing Rules (UKLR), which took effect on 29 July 2024, replaced the old premium and standard segments with a single category for commercial companies, known as equity shares (commercial companies) or ESCC. The three-year revenue track record, the clean working capital statement as an eligibility condition and the independent business requirement were removed. Companies must still include audited historical financial information in their prospectus, covering up to three years.
Once listed, ESCC companies no longer need shareholder approval for significant transactions other than reverse takeovers, and related party transactions no longer need a shareholder vote, although larger ones require a sponsor's fair and reasonable opinion. Enhanced dual class share structures are permitted, allowing founders to keep weighted voting rights without the old five-year sunset. A minimum of 10% of the shares must be in public hands.
The new prospectus regime
The Public Offers and Admissions to Trading Regulations 2024 (POATRs) and the FCA's new prospectus rules in its PRM sourcebook replaced the UK Prospectus Regulation on 19 January 2026. The key changes for issuers are:
- a prospectus is required for further issues of shares already admitted to a regulated market only where the issue reaches 75% or more of the existing class, up from 20%;
- for an IPO with a retail offer, the prospectus must be available for at least three working days before the offer closes, down from six;
- protected forward-looking statements, meeting the FCA's criteria, attract liability only where the issuer knew they were untrue or was reckless;
- public offers below £5 million, offers to qualified investors and offers to fewer than 150 persons are exempt, and offers through a regulated public offer platform have their own exemption.
Market regulation after listing
Listed companies are subject to the UK Market Abuse Regulation, which requires prompt disclosure of inside information, insider lists and notification of dealings by directors and other persons discharging managerial responsibilities. The FCA's Disclosure Guidance and Transparency Rules govern periodic reporting and major shareholding notifications. The Financial Conduct Authority approves prospectuses and enforces these rules, and the London Stock Exchange admits shares to trading.
AIM
AIM is the London Stock Exchange's growth market. It is a multilateral trading facility rather than a regulated market, so UKLR does not apply. Companies are admitted under the AIM Rules for Companies with a nominated adviser (Nomad), who must confirm the company's appropriateness and supervise its ongoing compliance. Under the new regime, MTF operators such as the London Stock Exchange set the admission document requirements for their markets.
Tax: the stamp duty reserve tax holiday
The Autumn Budget 2025 announced a three-year exemption from the main stamp duty reserve tax charge on trades in the shares of companies first listing in the UK, on a UK regulated market, on or after 27 November 2025. Mergers with existing listed companies and certain re-listings are excluded. Check the enacted terms before relying on the relief in an IPO model.
Choosing a market: how IPO lawyers London issuers rely on compare the options
The choice of venue drives the eligibility tests, documentation, cost and ongoing obligations. IPO lawyers London issuers consult early will compare the following.
| Feature | Main Market (ESCC) | AIM | PISCES |
|---|---|---|---|
| Type of market | UK regulated market | Multilateral trading facility | Intermittent trading of private company shares, under an FCA sandbox |
| Admission document | FCA-approved prospectus | Admission document under the exchange's rules | Disclosure set by the operator and sandbox rules |
| Key adviser | Sponsor | Nominated adviser | Operator-dependent |
| Free float | At least 10% in public hands | No fixed minimum; Nomad assesses | Not applicable: company remains private |
| Shareholder approval of large deals | Only reverse takeovers | Reverse takeovers and certain disposals under AIM Rules | Governed by company law and articles |
| Takeover Code | Applies to UK companies | Applies to UK companies | Does not apply on the basis of PISCES trading alone |
| Best for | Larger companies seeking index inclusion and institutional capital | Growth companies wanting a lighter regime | Private companies wanting periodic liquidity without listing |
London, New York or a dual listing?
Some companies weigh London against US exchanges. The 2024 and 2026 reforms narrowed the gap on dual class structures, eligibility and further issuance. The deciding factors are usually where the investor base, peers and analysts are, and the cost and liability profile of each regime. A secondary listing in London alongside a home market, or the reverse, is also possible.
Key decisions before an IPO
Primary or secondary offer
A primary offer raises new money for the company. A secondary offer lets existing shareholders, such as founders or private equity sponsors, sell. Most IPOs combine the two, and investors want to see a convincing use of proceeds and evidence that sellers are retaining a meaningful stake.
Institutional or retail
Most London IPOs are offered to institutional investors through a bookbuild. Retail offers, increasingly made through intermediary platforms, widen the investor base but require a prospectus to be available for longer and add marketing and liability considerations.
Corporate structure and governance
Pre-IPO reorganisations often insert a new holding company, convert it to a public limited company, simplify share classes and put in place a governance framework that meets the UK Corporate Governance Code on a comply-or-explain basis. Founders deciding whether to use enhanced voting rights should weigh control against investor and index-provider attitudes. Our corporate governance team advises on board composition and committees.
The sponsor and the adviser team
For a Main Market listing of a commercial company, a sponsor approved by the FCA must be appointed. The sponsor confirms to the FCA that the company meets the eligibility requirements and has procedures to comply with its obligations. The 2024 reforms narrowed the sponsor's ongoing role, but at IPO it remains central. IPO lawyers London issuers appoint work closely with the sponsor, the banks' counsel and the reporting accountants so that diligence findings, the prospectus and the working capital work tell one consistent story.
Directors' readiness
Directors of a listed company take personal responsibility for the prospectus and for ongoing disclosure. Before the intention to float, IPO lawyers London boards rely on will usually run a directors' briefing on responsibility, market abuse, closed periods and the dealing code, and check that directors' and officers' insurance is extended to cover prospectus liability. Independent non-executive directors should be appointed early enough to be properly involved in the process rather than added shortly before admission.
An IPO is won or lost in the year before it is announced: the governance, financial reporting and legal clean-up that investors will test are all done in private first.
The IPO process step by step
- Readiness review. Assess financial reporting, governance, legal structure, key contracts and the equity story. Fix gaps in IP ownership, related-party arrangements and constitutional documents.
- Appoint advisers. Appoint the sponsor or Nomad, banks, reporting accountants, legal advisers for the company and the banks, and registrars.
- Due diligence and drafting. Lawyers carry out legal due diligence, draft the prospectus or admission document and the reporting accountants prepare their reports.
- Regulatory review. For a Main Market listing, the FCA reviews drafts of the prospectus and the sponsor confirms eligibility.
- Intention to float. The company announces its intention to float and early-look and pilot-fishing meetings give way to analyst research and investor education.
- Bookbuild and pricing. The approved prospectus is published, the banks build the book, and the price is set. The underwriting agreement is signed.
- Admission. Shares are admitted to listing and trading, conditional dealings begin, and the stabilisation period runs.
- Life as a listed company. The company complies with market abuse, disclosure, governance and reporting obligations from day one.
Documents, verification and liability
The prospectus is the centrepiece and the main source of legal risk. Investors who suffer loss because of an untrue or misleading statement, or an omission, can claim compensation from those responsible for it, typically the company and its directors. IPO lawyers London boards rely on run a verification process to make sure every material statement is supported by evidence.
- Prospectus or admission document. Business description, risk factors, operating and financial review, historical financial information, working capital and significant change statements.
- Underwriting agreement. The banks' commitment, the company's and sellers' warranties and indemnities, conditions and termination rights.
- Lock-up agreements. Restrictions on sales by the company, directors and major shareholders for an agreed period after admission.
- Relationship agreement. For a controlling shareholder, terms to ensure the company can operate independently.
- Verification notes and responsibility letters. Evidence for each statement, and directors' acceptance of responsibility.
- Working capital report and financial position and prospects procedures. Prepared by the reporting accountants to support the board's statements.
- Corporate governance documents. Board and committee terms of reference, a share dealing code and a disclosure policy.
Follow-on offers after listing
The work of IPO lawyers London companies retain does not stop at admission. Listed companies raise further equity through placings, often with an accompanying retail offer, open offers and rights issues. Since 19 January 2026 a prospectus is needed for a further issue on a regulated market only where the new shares reach 75% of the existing class. That makes larger placings possible without a prospectus, though the company still needs shareholder authority to allot shares and to disapply pre-emption rights under the Companies Act 2006.
Institutional investor guidelines on pre-emption, such as those of the Pre-Emption Group, shape how large a non-pre-emptive placing a company can comfortably propose at its annual general meeting. Any offer must be handled in line with UK MAR, with wall-crossing and cleansing of investors who receive inside information. See our guide to UK listing rules reform for background.
Risks and common mistakes
Starting legal clean-up too late
Unresolved disputes, missing IP assignments, undocumented related-party arrangements and complex share classes all surface in due diligence. If they are found after the timetable is set, they delay the intention to float or force awkward disclosure. A readiness review six to twelve months ahead gives time to fix them quietly. Use the review to build a disclosure-ready data room that will also serve the banks' diligence.
Leaks and premature disclosure
Information about a planned IPO can be inside information for an issuer with existing traded securities, and selective disclosure can breach the market abuse regime. Even for private companies, uncontrolled publicity can amount to an unlawful financial promotion or create prospectus liability. Restrict the project to a defined insider group, control the communications plan and route media contact through advisers.
Overstating forward-looking statements
The 2026 regime gives protected forward-looking statements a recklessness liability standard, but only if they meet the FCA's criteria and are clearly identified. Projections that do not qualify, or historical statements presented as forecasts, remain subject to the ordinary negligence-based standard. Draft them with a clear basis of preparation and verify assumptions with management and accountants.
Neglecting post-IPO obligations
Many newly listed companies underestimate how quickly market abuse and disclosure obligations bite. Delayed disclosure of inside information, director dealings in closed periods or late notifications can lead to FCA enforcement. Train the board before admission, adopt a disclosure policy and a share dealing code, and appoint a company secretary with listed company experience.
Mispricing the lock-up and overhang
Sellers who keep large stakes create an overhang that weighs on the share price. Lock-ups that are too short, or too easily waived by the banks, worry investors; lock-ups that are too long may constrain sponsors who need liquidity. Agree a credible, staggered lock-up structure and communicate it clearly in the prospectus.
If your company is not ready for a full listing but shareholders want liquidity, consider whether a PISCES trading event, a structured secondary sale or a pre-IPO round could bridge the gap while you complete the governance and reporting work an IPO requires.
Cross-border listings: Bangladesh, the EU, the Gulf, Singapore and China
Many London listings involve overseas issuers or investors, and IPO lawyers London-based international issuers instruct must manage the interaction between regimes.
Bangladesh. Bangladeshi groups considering a London listing usually do so through a UK or offshore holding company. Foreign exchange controls, approvals from the Bangladesh Securities and Exchange Commission where a Dhaka-listed company is involved, and the repatriation of proceeds need planning. TRW & Co's Dhaka office advises on the Bangladesh side.
The EU. Offers into the EU need an EU-approved prospectus or an exemption in each member state; the UK regime no longer passports into the EU. Many London IPOs therefore make institutional-only offers in Europe.
The Gulf and Singapore. Gulf exchanges have grown rapidly, and some issuers consider dual listings in London and Abu Dhabi, Dubai or Riyadh. Singapore issuers occasionally pair an SGX listing with access to London investors. Each venue has its own disclosure and governance requirements.
China. Chinese companies seeking an overseas listing must complete a filing with the China Securities Regulatory Commission for an overseas listing. Global depositary receipt listings under the Shanghai-London Stock Connect are another route for Chinese issuers to reach London investors.
How IPO lawyers London clients instruct at TRW & Co help
TRW & Co's London office is authorised and regulated by the Solicitors Regulation Authority and works with our offices in Dhaka, Singapore and Dubai. Our ECM work is part of our corporate practice and complements our debt capital markets team.
IPO readiness
We run legal readiness reviews, reorganise group structures, convert companies to plcs and fix the issues that would otherwise surface in due diligence.
Prospectus and admission documents
We draft and verify prospectuses and AIM admission documents, manage FCA review and advise directors on their responsibility and liability.
Underwriting and lock-ups
We negotiate underwriting agreements, lock-ups and relationship agreements for issuers, selling shareholders and controlling shareholders.
Follow-on offerings
We advise listed companies on placings, retail offers, open offers and rights issues, including the 75% further issuance threshold and pre-emption authorities.
Continuing obligations
We advise boards on UK MAR, disclosure, director dealings and governance, and on significant and related party transactions under UKLR.
Pre-IPO investors
We act for private equity and venture capital shareholders on exit through IPO, including sell-downs and lock-up terms.
To explore related areas, browse all our practices or read our guide to the UK Takeover Code, which applies once a UK company is listed.
Checklist for decision-makers
- Have you compared the Main Market, AIM and PISCES against your size, investor base and liquidity goals?
- Does the company meet the UKLR eligibility conditions, including the 10% free float?
- Do you have audited financial information of the required period and quality?
- Has a legal readiness review been done, with clean-up items closed?
- Is the board composition ready for the UK Corporate Governance Code?
- Have founders decided whether to use enhanced dual class voting rights?
- Are forward-looking statements drafted to qualify for the 2026 protection?
- Have lock-up and selling shareholder arrangements been agreed?
- Has the stamp duty reserve tax holiday been confirmed for your listing?
- Are disclosure, insider list and dealing procedures ready for day one?
To discuss an IPO or follow-on offering, contact TRW & Co at Holborn Gate, 330 High Holborn, London WC1V 7QH, or email info@trw.co.
Frequently asked questions
01How long does an IPO in London take?
From the decision to proceed to admission, a Main Market IPO typically takes several months of active work, and preparation often begins a year or more before the intention to float. The timetable depends on the state of the company's financial reporting, governance and legal structure, the FCA's review of the prospectus and market conditions. AIM admissions can be quicker but still require extensive diligence by the nominated adviser.
02What changed under the new UK Listing Rules?
From 29 July 2024 the UK Listing Rules replaced the premium and standard segments with a single category for commercial companies. The three-year revenue track record and some other eligibility tests were removed, shareholder votes are no longer needed for significant transactions other than reverse takeovers, related party transactions no longer need a vote, and enhanced dual class share structures are permitted. Companies still need audited historical financial information and at least 10% of shares in public hands.
03What changed under the January 2026 prospectus regime?
On 19 January 2026 the Public Offers and Admissions to Trading Regulations 2024 and the FCA's new prospectus rules replaced the UK Prospectus Regulation. A prospectus for further issues of admitted shares is needed only at 75% of the existing class. Retail IPO prospectuses must be available for three working days before the offer closes, down from six. Protected forward-looking statements have a recklessness liability standard, and offers below £5 million are exempt.
04Should we list on the Main Market or AIM?
The Main Market suits larger companies seeking index inclusion and deep institutional demand; it requires an FCA-approved prospectus, a sponsor and compliance with the UK Listing Rules. AIM suits growth companies wanting a lighter regime, with a nominated adviser and the AIM Rules for Companies instead of UKLR. Both expose the company to market abuse rules and, for UK companies, the Takeover Code. The decision depends on size, investor base, cost and ongoing obligations.
05Who is liable for statements in a prospectus?
The issuer and its directors, and others who accept responsibility for the prospectus, can be liable to compensate investors who suffer loss because of untrue or misleading statements or omissions. Since January 2026 protected forward-looking statements that meet the FCA's criteria attract liability only where the person knew the statement was untrue or was reckless. Directors manage this risk through verification, responsibility statements, insurance and careful drafting of risk factors.
06What is PISCES?
PISCES, the Private Intermittent Securities and Capital Exchange System, is a framework operating in an FCA sandbox that allows shares in private companies to be traded on intermittent trading events run by approved operators. The company remains private and is not listed, so it avoids many of the obligations of a public company. It can provide liquidity to employees and early investors before, or instead of, an IPO.
07Do UK companies still need shareholder approval to issue new shares after listing?
Yes. Even though the prospectus threshold for further issues has risen to 75%, a UK company needs authority under the Companies Act 2006 to allot shares and, for a non-pre-emptive cash issue, a special resolution disapplying statutory pre-emption rights. Institutional investor guidelines, such as those of the Pre-Emption Group, influence how much authority shareholders will grant at the annual general meeting.
08Can a Bangladeshi company list in London?
It is possible, typically through a UK or offshore holding company that owns the Bangladeshi operating business. The structure must address Bangladesh's foreign exchange controls, any approvals required from the Bangladesh Securities and Exchange Commission where a Dhaka-listed company is involved, and how dividends and proceeds will be repatriated. TRW & Co's London and Dhaka offices coordinate the UK listing and Bangladesh regulatory work together.
Sources and official materials
- FCA Handbook: UK Listing Rules (UKLR) — Eligibility and continuing obligations for listed companies
- FCA Handbook: PRM sourcebook — Prospectus rules for regulated markets from January 2026
- Public Offers and Admissions to Trading Regulations 2024 — Statutory basis of the new prospectus regime
- UK Market Abuse Regulation — Inside information, insider lists and PDMR dealings
- AIM (London Stock Exchange) — The growth market and its rules
- Financial Conduct Authority: primary markets — FCA guidance for issuers and sponsors
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.